The Factory of Death: Rainbow Factory
by winged sapphire wolf
Summary: Yep I'm taking the song 'Rainbow Factory' by WoodenToaster and torturing the boys! Their names have come up and now have to be killed. Will Yami, Atem, Seto, Seth, Bakura, Akefia, Mariku, and Marik survive or be killed by their boyfriends Yugi, Joey, Ryou, and Malik? Based of the song and somewhat of the fanfic done by AuroraDawn.


Sapphire: WHAHAHAHAHAHAHAHAHA!

Ashley: Everyone run away! Sapphire has gone crazy!

Crystal: She's writing a dark fanfiction! She's gone evil!

Sapphire: (all dressed in black) That's right and so have our sweet and precious Hikaris including Joey have gone evil! Time to do a one-shot based on the Rainbow Factory song by Wooden Toaster. This is going to be fun, also I'm including an evil sister/friend of ours. Who you may ask? You just have to find out yourselves. Also, the thing about earth ponies, unicorns, pegasi, and ailcorns from my 'Lullaby for a Prince' apply to here as well. READ!

Yugi/Demon: Winged Sapphire Wolf doesn't own anything but the plot. The song belongs to Wooden Toaster and the fanfiction the 'Rainbow Factory', written by AuroraDawn, doesn't belong to her as well. They were what inspired this dark fanfiction.

Sapphire: Thank you Demon. On with the fic! And if you want go find 'Rainbow Factory' and read it! Such an awesome grimdark fic! I love it! And the song is amazing too! (glittery fangirl eyes)

Matthew: Okay...on with the fic.

* * *

The Factory of Death: Rainbow Factory

* * *

Cloudsdale. It was filled with a class that made you think of ancient civilizations of Rome and Greece. Where everything was made of clouds and had few rivers of colors flowing threw the cloud city. Beautiful and peaceful …or so you may think…

Hidden in the back of this cloud made metropolis is a factory. Now this factory looks like nothing evil could happen in it's fluffy white walls, for this factory helps create the weather for all of Equestria. Rain, snow, clouds, everything weather related…including rainbows.

The part of the factory that made the rainbows was hidden from sight. No one knew where it was or what was inside, except for those who worked in the Rainbow factory. Those people were sworn to never tell, but talking to them was somewhat hard to do in the first place anyway. Some of the workers were crazy, some were like zombies, some did not talk or tried to social to the others working in the Weather Factory, and some acted just fine and dandy.

But once the workers of the Rainbow Factory walked in, they were not the same. Their personality became dark and twisted, it was no different for four teenage boys that worked with the heads of the factory. They walked in and headed up to an office that looked out onto the ground floor where the many vats and troughs that held the different colors to make rainbows for Equestria sat.

They entered one by one and took a stand in front of a wooden desk and the heads of the factory. The first was a tall boy with dirty blond hair, slightly tan skin, amber color wings, and honey colored eyes, his name was Hunter. The next was a boy who was way paler then the first, hair and wings that were white as snow, and brown eyes that looked innocent but held the dark secrets of the Rainbow Factory, his name was Angel. The third boy was about the same height as Hunter, maybe an inch shorter, platinum blond hair, deep tan skin, and lavender eyes and wings, he was called Reaper. The last one was a short guy with the same pale skin as Angel, tri-color hair that was black at the base, red that outline it, and yellow bangs that surrounded his slightly roundish face, black and purple wings, and gorgeous amethyst color eyes. He was called Demon.

"Ya wanted to see us boss?" Hunter asked as the four stood at attention with their hands behind their backs and their feet apart at shoulder length.

The boss gave an evil smirk, she had brown/dark brown eyes sounded by black eyeliner, reddish brown hair, pale skin, tattered wings that was a mixture of dark blues, purples, greens, and blacks, and was wearing a black and purple dress that looked a bit torn here and there with a corset top, many rings with thick bands and big stones of the colors of her wings, big bracelets, and a choker/necklace combo. This was Ebru. "Boys we have bad news. Your boyfriend's names have come up, they have to be brought in." The boys silently gasped, but did nothing else.

The second boss sighed, "It's unfortunate too. You all made such lovely couples." The girl had brown and blue curly hair, dark grey eyes, pale skin, blue and brown wings, and wearing a black tank top, leather pants, black high-heal boots that came up to her knee, and different metal jewelry pieces. Her name was Sapphire. "I'm sorry boys, but they have to be brought in. With them we could make a rainbow that the princess would absolutely love."

The boys were looking down, away from their crazy bosses. They loved their boyfriends, but if it was for their princess then it would be done. No one goes against the princess of Equestria, or else you whined up here.

"May I ask why?" Angel asked, he didn't want to do this. He loved his boyfriends.

Ebru raised an elegant eyebrow, "Are you questioning me?"

Angel shook his head, "No ma'am."

Ebru huffed, "Sapphire, tell them. I'm going to check on things in the factory and reminding these ponies why they should fear us." She rose out of her chair and grabbed her whip before exiting out of the room.

Sapphire sighed, once she loved this job but now she hated it. She gave the boys a sad smile, "I don't know the details boys just that they were up on the list. Their blood test proved that they would make a great rainbow. I'm sorry Joey, Ryou, Malik, and Yugi."

The boys sighed, but straighten out and nodded and said in unison, "We will do as our Princess ask of us. We will go and bring them in. It's our duty as her secret rainbow force to bring in those needed to make the rainbows to make our Princess happy."

Sapphire nodded and sent them away. She sighed again and walked over to the window. She was just in time to see the next victim being killed, she closed her eyes and turned her head away as blood hit the window. "Why? I understand for people who are criminals, but the innocent?" She sat down on the couch and thought about her life, her friends lives, and the lives that was about to be completely ruin.

Sapphire once was a happy girl. She was one of the best flyers in all of Equestria as well. She had a lot of friends and the man of her dreams. One day she was called in to meet with Princess Celestia, a great honor she thought, but oh she was wrong. The Princess offered her a job at the Weather Factory, more precisely in the Rainbow sector, a job every Pegasus wanted at the time. Sapphire was so happy, she accepted and went in with a smile and pride. But soon all of that changed as she was hit with the cold hard truth of the Rainbow Factory.

Her demeanor changed, she was depressed, she started to hang out less with her friends, and started to kill for the factory. Her friends grew worried and tried to find out what happened, unfortunately it lead to their doom.

They found out about the Rainbow Factory and it's dark secret, and tried to stop it and save her. The princess and the president found out and ordered them to be brought in. Sapphire remembered being forced to watch as her friends and the love in her life died before her. When she was asked why they had to died, she was told that those we love must die for interfering with their princess's plans.

Sapphire was furious and tried to fight back, but she was punished and torture until she became the perfect worker. Since then she had become the one of the bosses with her only friend left, Ebru, as the other boss after the old one was…recycled. They watched and worked hard to make the best Rainbows for all of Equestria and their princess, but all the while Ebru enjoyed the power and became darker with each kill. Sapphire just stayed in the background and silently watched as the life and world she once loved died before her and her heart grew darker. She soon loved to torture and kill the ponies that were brought in for terrible crimes, but soon they became innocent ponies that did nothing wrong or was seen as a mistake or not worthy of living.

Sapphire never showed it, but as soon as it became innocent fillies that made one mistake on their pegasus test she lost it. Her anger returned, but she never did anything to stop this. She became crazy and darkness trapped her mind. What little bit of sanity was left went to the boys that she cared about.

Yugi, Joey, Malik, and Ryou were like sons to her and Ebru. They took them under their wing when the four were assigned to the Rainbow Factory. The boys didn't like it, but after much force and torture by Ebru they became the perfect workers. They would bring in the ponies that were called up on a number system before killing them. They managed to do a great job and rainbows were made. As long as Princess Celestia was happy, everyone was happy.

The boys even found love while hiding their dark secret. Yugi, Ryou, and Malik found guys that looked like darker versions of them, while Joey fell in love with two boys that looked like each other, with the same brown hair, same cold blue eyes, and almost same demeanor. As long as their lovers didn't find out about their secret lives everything was fine. But now they were going to go threw her pain.

The only thing Sapphire didn't understand is why them. She and Ebru had met each boyfriend and had like them, so when they saw their names (Atem, Yami, Seto, Seth, Bakura, Akefia, Marik, Mariku) they were shocked, but nothing could be done. Once your number came up, you were doomed.

Sapphire sighed and laid down on the couch as Ebru walked in, covered in blood. "Fucking bastards! I got blood all over my new dress!"

Sapphire softly chuckling, "Still can't whip anyone without getting blood on yourself, huh? I did tell you to wear your lab coat, they are there for a reason."

Ebru just shrugged and sat back in her big chair. "Yeah, yeah! I look like a dork in one! Beside I look like Bellatrix in this dress! You know how much I love her and this dress!"

Sapphire laughed, "Yeah, I know."

Ebru laid her head and arms on her desk and sighed, "You still upset about the boys?"

Sapphire closed her eyes to keep the tears that always burned her eyes away. "Of course I am! Our boys have found happiness and now they have to lose them too!"

"It's what the princess wants. There's nothing we can do."

Sapphire growled and jumped from the couch, "So we're going to do nothing! We're just going to let them suffer like we did! Don't you remember the pain we felt after we were forced to watch our friends die! They don't need that!"

Ebru glared at her, "Do you think I don't remember that! I don't want them to, but we have no choice! If they don't get them, they and us will be on that damn machine!"

"From what I can see that is exactly what Sapphire wants." Sapphire's eyes widen before looking behind her. There stood a woman with rainbow colored hair, light blue skin and wings, pinkish red eyes, and wearing tight blue corset top with her lightning blot with cloud cutie mark in the middle, jeans, and black boots.

"Rainbow Dash," Sapphire growled. Rainbow used to be one of the best flyer around and the best at making rainbow. Because of that she was made the President of the Rainbow Factory.

Ebru smirked, "And what do we owe to have this honorable visit from the great Dashie?"

Rainbow Dash scowled, "I'm here to check on everything. We don't want to anger the Princess now do we?" she said, glaring at Sapphire.

Sapphire huffed, "Don't worry about it."

"Oh I'm not. Either way we'll still get our colors. I just want to see if my go to girls and boys are up to the task," Rainbow said as she walk over to the desk and picked up a glass paper weight.

Ebru stood up from her chair, "Don't worry, WE will make sure the boys are ready and kill those eight soon."

Rainbow Dash gazed at the different colors that made up the glass ball as she said, "I know I can count on you Ebru…it's Sapphire I'm not sure about."

Sapphire scowled and turned back to the window, "You can count on me, Rainbow Dash. I have nothing to lose and nothing to gain."

Rainbow smirked, "Good to know, but still we can't be sure." She turned to Sapphire and threw the paper weight at her. It hit Sapphire's head, knocking her head into the window, knocking her out as she fell to the floor.

Ebru eyes widen, but didn't rush to Sapphire's aid. Rainbow laughed darkly, "Take her to the room for a bit of re-education. I'll be there to remind her of a few things." She gave Sapphire kick to her side before walking out, slamming the door in the process.

Ebru sighed sadly, "Sapphire…why can't you just give up. I did and look at me, sort-of."

Sapphire groaned, "Because, I haven't. I don't want to forget…I don't want to lose anymore friends…I don't…want to lose…you." Sapphire took one last deep breath before she let the concussion take over and she blacked out.

Ebru groaned as well before walking over to Sapphire and picked her up before taking her to a room in the far back of the factory that was covered in darkness.

* * *

Atem stretched and yawned as he laid on the giant picnic blanket. "Finally! We get a nice day to hang out with our friends and lovers," he said with his eyes closed. Atem was a dark version of Yugi, one of his boyfriends. The only difference between the two was that Atem had tan skin, red eyes, and extra blond bangs going into his black hair, while Yugi didn't, had purple eyes, and was pale skin.

Yami shook his head, he looked like Atem but the only different he was pale skinned like Yugi. "Atem, get up! The others will be here soon and I need help setting up!" Atem groaned and helped Yami set the picnic up. Both Yami and Atem were earth ponies.

Soon the rest of their friends appeared, Akefia and Bakura looked like their boyfriend Ryou, but meaner. Both had white hair that had slight silver shine to it and angry brownish red eyes. Akefia had tan skin and a scar that look like double T while Bakura was pale skin and had no scares. Akefia was a unicorn, while Bakura was a Earth pony.

Marik and Mariku look like Malik, their boyfriend. Both looked crazy, platinum blond hair that went in different directions (Marik's going more up while Mariku's was all over the place), and had dark lavender eyes. Mariku and Marik were both pegasi with dark lavender wings.

Last to appear were Seto and Seth, both were unicorns. Both were tall, had icy blue eyes, brown hair, cold personalities, and dating Joey Wheeler. Seto was pale skin, while Seth was tan.

"When are those boyfriends of ours getting here?" Seto asked as he poured everyone a drink.

Yami shrugged, "Yugi told me they would be here by now. He said they got a surprise for us."

Bakura raised a rough eyebrow, "Really?"

Atem was about to say something when, "GUYS! WE'RE HERE!" He turned around and waved at the boys, "Hi Yugi!"

Yugi and the others landed right next to the blanket. "Hi Atem, hey Yami."

"Where have you all been? I thought Joey would rush down here for the food Yami made," Seth said.

Joey's mouth watered at the thought of Yami's good cooking, but they had a job to do. He didn't want to do it, but he didn't know what else to do. "Um…well we have a job to do."

"You're still working?" Marik asked, the boys nodded, "I thought today was your day off?"

Malik sighed, "It was, but our bosses wanted us to do a quick job."

"And what is that?" Yami asked.

Yugi, Joey, Ryou, and Malik sighed one more time before their eye became cold and dark as they said, "We must bring in those for the production of rainbows." Before their boyfriend could ask what was going on, the four attacked and knock them all out.

Yugi closed his eyes, _**I can't believe I have to kill them. I'm sorry loves.**_ "Come on, we have to get them to the factory before anybody notices." The others nodded and flew both boyfriends up and to the Rainbow Factory.

* * *

Sapphire sighed as Ebru helped her back to the office, "Thanks girl."

"No problem, but I wish you just give up already. There's nothing left for us to fight against. Or at least pretend to!" Ebru carefully laid Sapphire down on the couch before rushing to a cupboard and started to mix a brew.

"I'll never give up. I still have you, Yugi, Joey, Malik, and Ryou. We got to stop them from bring their lovers in!" Sapphire said as she tried to get up, but fell back onto the couch. Rainbow did a number on her back and wings, but she could still fly.

Ebru shook her head, "You are stubborn."

Sapphire chuckled lightly as she tried to get into a better position, "So are you my dark sister."

Ebru laughed darkly as she finished her dark brew and handed it over to Sapphire. "Drink this and everything should heal soon." Sapphire nodded and drank it all down while Ebru put up her supplies up. Ebru frowned as Sapphire started to cough violently.

As soon as the coughing subsided, Sapphire groaned in pain and fell to the floor. "I'm sorry my dark sister, but this way I don't lose you too. Once you turn dark like me, then things will get better for us and our boys. You'll see," Ebru said before dark smirk grew on her face.

* * *

His head throbbed as he stirred. "What happened?" He opened his eyes and saw his boyfriend and friends lying around. "Atem, guys! Wake up" Yami yelled as he shook Atem.

Atem groaned and rolled to his side, "Five more minutes."

Yami slapped him over the head, "Damn it Atem! Wake up! Yugi's missing!" Atem sat up so quickly that he could have given himself whiplash. He looked around and only saw his friends, no Yugi, Ryou, Joey, or Malik.

"Where are they? Where are we?" Atem asked looking around, seeing bars surround them and vats, troughs, gears, and pistons beyond them. "What is this place?"

Bakura rubbed his head as he looked around, "Looks to be some kind of factory."

"Filled with colors," Mariku added as he helped Marik up.

"Wow, they really are smarter then they look Angel, Reaper."

The boys looked around until a laugh made them look up at the open ceiling. They gasped, "Yugi/Ryou/Malik/Joey!"

The boys laughed. Yugi gave an evil smirk before jumping down into the pit. "I'm sorry boys, but the ones you knew are gone. The dirty blond is Hunter, platinum is Reaper, white is Angle, and I am Demon. Welcome to the Rainbow Factory!"

The boys were confused and a bit scared. "What are you talking about Yugi?" Atem asked as he walked towards him.

Yugi took a step back before bring out his claws-like daggers and tried to strike Atem. Atem dodged and step back until he was with the others. Yugi laughed darkly, his eyes grew darker as he jumped back up to the others, who we're laughing darkly. "Ah, ah, ah, ah!" he said as he waved a finger. "You don't want to mess with us."

"And to answer your last question, the Rainbow Factory make rainbow for all of Equestria," Hunter explained, raising his arms to show off the factory.

"And why are we here?" Seto yelled.

Soft laughs floated in as two shadowy cloaked figures floated down, "Why to make rainbows of course," said one figure in a dark blue cloak.

"What? What do mean?" Akefia asked.

"We'll make it simple for you. We are going to kill you and use your blood to make the colors we need to make the wonderful rainbows our Princess wants," said the other in a black cloak.

"What?" the boys said.

"Wow, you all are fucking dumb aren't you?!" asked the blue cloak.

Bakura growled, "Who are you and what have you done to our boyfriends?!"

The black cloak laughed dark and wickedly, "We have done all we can to make them the powerful warriors they are today."

"We train them, worked them, and taught them. They are the Rainbow Squad, they obey only to us and our Princess. They make me so proud, don't you Ebru?" the blue cloaked person asked as she pulled off hers, relieving Sapphire.

Ebru pulled off hers and nodded in agreement, "Yes, they worked so hard. Let's see how well they can stand when killing their boyfriends?"

"I say we give them a demonstration to see what they are about to go through," Sapphire said and slammed a button, starting up a machine. "Demon! Get to work on the bitch you picked up last week. Her time is up!" (A/N: I suggest listening to the insane version of this song or remixes. There are some really good ones.)

Ebru laughed, "_Now a rainbow's tale isn't quite as nice_

_As the story we knew of sugar and spice_

_But a rainbow's easy once you get to know it_

_With the help of the magic of a pegasus device!"_

Gears turned, pistons pounded, colors pored down from the vats to the troughs that led out of the factory. The factory came into life!

Demon nodded and flew up and over to the next cage. Inside was a girl with slightly tan skin, brown hair, and ocean blue eyes. She was shivering in the corner as Demon got closer. "NO please. Don't! I don't want to die!" she yelled, tears falling from her broken eyes.

Demon laughed darkly, "I don't give a flying fuck if you don't want to die! We need colors!" He pulled the girl off the floor just as a table came down. He flung her onto it and strapped her down. He laughed again at the shock and scared looks that his former lovers and friends were giving him. Angel flew up and over to a different lever and pulled it down.

"_Let's delve deeper into rainbow philosophy_

_Far beyond that of Cloudsdale's mythology_"

Hunter and Reaper flew over to another control panal as they sang their part. "_It's easy to misjudge that floating city_

_With it's alluring decor and social psychology_

_But with all great things comes a great responsibility_

_That of Cloudsdale's being weather stability_"

Demon flew back to the former lovers' cage and stood on top as he sang, "_How, you ask, are they up to the task_

_To which the answer is in a simple facility_"

The girl went up after a few levers were pulled and she was in front of a machine with a blade ready to strike. Her breathing increased as it pulled back as the boys sang, "_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

The boys in the caged watched in horror as the blade struck the woman's chest as their boyfriends snickered and laughed darkly as she screamed in pain, begging it to stop.

"YUGI! Stop this! This isn't you! You're not a killer!" Yami yelled as he was held by Atem.

Demon groaned. He jumped off the ledge and flew over to them. He grabbed Yami by the collar and lifted him. "I'm not the Yugi you thought I was! My name is Demon, and I am a killer. I work for the Rainbow Factory as agent of the Princess's Rainbow Squad. I bring in the ponies and I kill them, like I will with you and Atem."

He flew over to a separate cage and toss Yami in, making sure that he hit the cage floor hard. "Yami! Demon, let us go!" Atem yelled, he was beyond pissed.

Demon laughed, "Like I really listen to you! You are nothing to me anymore!" He flew over to his bosses just as a tube with a pointed end came down towards the girl.

Sapphire smirked, "Now watch my little ponies as the tube is forced into the stab wound and drains out all her blood! The color from her body, gone and into a vat for later use."

And as she said, the girl lost her color; eyes that once were vibrant blue turn grey and lifeless. Her healthy, tan skin turn white to grey as the machine drain all of her, leaving an empty shell behind.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

The platform with the women's dead body floated to one of the open pits that was so dark you couldn't see anything. The platform turned over and dumped the body down the pit.

"And where does that lead to?" Bakura asked, scared for the first time in his life.

Ebru smirked, "Just somewhere were we store the bodies until we figure out where to properly put them. Most end up in the ocean, some return back home in a casket, and some…well, you don't want to know."

Sapphire clapped her hands together and asked, "So boys, who wants to kill their lovers first!?"

Those in the cage pale and looked to the men they loved and begged them not to do it, but it all fell on deaf ears. Hunter smirked darkly and said as he glared evilly at his former lovers, "Well, since it was Seto and Seth's fault that they all are here."

"What are you talking about?" Yami asked as he struggled to get back up on his feet. That fall did a good number on him. "Seto and Seth couldn't have done anything to drive us to our deaths!"

The bad guys laughed. "Oh sweetie pie, so naïve." Sapphire tsked, "They were sniffing around. We don't like people sniffing around."

Ebru huffed as everyone looked to the two. "Why don't the two explain?"

Seth sighed and explained, "We notice Joey had swords covered in dry blood and we started to ask about his job. All he told us was that he worked in the 'Factory' and the tools weren't from there. We could tell he was hiding something so we tried to investigate the 'Factory'. They been kidnapping and killing ponies for years!"

Reaper smacked Hunter in the back of his head. "You idiot, we told you not to take your weapons home!" he growled.

Hunter growled right back, "I had to get them clean and sharpened! You know I can't do that up here! The guy broke my last pair the last time I did!"

As the two continued to argue, Ebru's eye started to twitch until she couldn't take anymore. "SHUT UP THE BOTH OF YOU! WE WILL DEAL WITH YOU TWO LATER!" she screamed.

The two cringed and made them selves small. "Yes ma'am, sorry ma'am," they said, bowing their heads.

Sapphire placed a calming hand on the angry girls shoulder and said calmly, "Hunter, go kill your lovers now. Ebru calm yourself, anger doesn't help in our line of work."

Ebru gave her a questioning look. "Since when? We always used anger and fear in our work."

Sapphire nodded, "Yeah that's true. Then by all means: yell, scream, torture 'til your heart is content."

Ebru gave her an evil smirk before looking to the boys. "You heard the woman Hunter! Torture them, kill them!"

Hunter nodded and flew over the cage his lovers was in and used two lassos to pull them up and out of the cage. "You two kiss each other good bye! The next time you see each other will either be in pony hell or heaven!"

"Joey, please! Don't do this!" Seth begged as he and Seto struggled against the ropes.

"What about Mokuba?! Joey, I'm all he's got!" Seto yelled.

Hunter just shrugged, "We'll adopt him and add him to the squad. He could make a nice member of the factory or a good son for Ebru. We'll take good care of him." Both Seto and Seth glared death at him, he sighed. "I'm sorry this has to happen, but it just has to. Without us, there would be no rainbows."

"There are other ways to make rainbows! After a rainstorm! What about Rainbow Dash! I though she could make rainbows!" Yami yelled as he finally got to the side of the cage and tried to reach for Atem as he tried to reach him.

"I do, but this is way more fun, cooler." Everyone turned as Rainbow Dash enter. She laughed darkly and turned to Atem and Yami. She raised her leg and crashed her foot onto Yami's already damaged arm. Yami screamed in pain as the bone snapped under the force.

Rainbow just laughed darkly at his pain before turning to Hunter. "Get to work! I want their blood now!" Hunter nodded and flew both Seto and Seth to a table and strapped down both. The two struggled against their bindings, trying to use magic to break free.

Hunter laughed as the two realized they couldn't use their magic. "Forget about it, we cut off your magic supply while you we're knocked out and another to keep you afloat on clouds. Now who should die first?"

He looked at the shocked and scared looks in his former lovers' eyes, glad for once they were actually showing some emotion. He pulled out his sword and stood over Seth as the table split and separated the two.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

Hunter grabbed the front of Seth's shirt and ripped it open. He slid hand over the tone chest, enjoying the muscles and the fast beating heart that he loved one last time. "Please forgive me Seth, I really don't want to do this but I have to do this or the princess will be displeased."

He laid one last kiss to Seth's lips before he stood up and raised his blade into the air. He looked into Seth's eyes, his own sad and regretful, before closing them and plunged in his sword straight into Seth's heart.

Seth screamed as the pain consumed his entire being. He panted as the blade was pulled out, he looked into Joey's eye begging for him to help him. He turned his attention to Joey's, no…Hunter's left as the same tube came down beside him.

Hunter took the tube and shoved the nozzle into the stab wound and watched as all of the blood and color drained from Seth's body. A single tear feel out of both boys eyes as Seth's life was drained away.

Seth took one last breath and said, "I still… love you Joey." He turned to look at Seto and mouthed, "I love you…too Set…o…." he was gone.

Seto struggled against his binds, but it was no use. They were all dead and he was next. Hunter jumped over to Seto's table as Seth's was lifted up and dumped into a different pit then the one the girl fell in. Seto glared, turning it to Hunter, but stopped when he saw the hurt look in his eyes. Joey was never good at hiding his emotions, his eyes could tell everything.

Hunter sat on his stomach and ripped open Seto's shirt. "Please forgive me Seto, I really don't want to…but I…" he said in a whisper and gave one last kiss to Seto as well.

Seto sighed and whispered, "I still love you too Puppy. Go ahead and do it." Hunter got up and pulled out his sword, hanging it over Seto's heart. Hunter raised the blade up, Seto braced himself, but still screamed in pain as it pierced his heart.

Hunter closed his eyes as he pulled the blade, not wanting to see his lover's blood flow out as he plunged the nozzle in. He opened them up and looked into Seto's eyes, expecting some sort of anger or hatred, but found nothing like that. He found love and forgiveness, which shocked him a bit. He watched as the life left those eyes, color slowly disappearing.

Hunter hung he head as he knew Seto was dead and jumped back over to the others, not looking as Seto's body was tossed into the pit with Seth's body. The others in the cage watched in horror, not believe this was really happening.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

The caged boys looked to their former boyfriends as Ebru asked, "Now who is next?"

"I think Reaper should go next before we let Angel and Demon go. I want to see him strut his stuff." Sapphire said and pointed to Mariku and Marik. "Go at them Reaper."

Reaper nodded and swooped into the cage and pulled Mariku out, flying him to another table and strapped him down, before grabbing Marik and strapped him to a table opposite of Mariku's. Reaper hovered between them and looked between the two of them. Inside he really didn't want to do it, he wanted to love and hold them and get them far away from here. The problem was that if he tried do anything, he would suffer as well. They would have their wings cut off and tortured before they turn into rainbows.

He sighed and turned to Mariku. "I'll start with you first Mariku. We all had some good times together, but all of this must end," he said as he pulled out his scythe. "Anything to say before I end your lives?"

"Yeah, why Malik? You were a sweet person, what the hell happened?" Mariku yelled.

"Malik-kitty, this isn't like you. Please baby, stop this." Marik pleaded.

Reaper shook his head. "I can't and I won't. We have to do this for our princess. She wants rainbows, beautiful rainbows. It's our job to make sure she gets what she wants, no questions asked." He looked down, making sure his bangs covered his face as he whispered aloud enough so both could hear him, "I'm sorry you two. I love you two so much, but there is really nothing I can do. I'm sorry."

Mariku glared darkly, but it lighten up a bit when Malik looked up and he could see them begging for forgiveness, but also sadness and love. Mariku sighed, "Whatever, just get it over with."

Reaper looked to Marik and gave him the same look. Marik just turned away, he was hurt and didn't fell like forgiving him.

Reaper sighed and raised his scythe high up, "I'm sorry, I love you," he said before bring it down on Mariku, stabbing him in the heart before quickly turning to Marik and stabbed him in the heart as well. Two tubes with nuzzles came down. Marik growled when Reaper came near him with it.

Reaper saw the pain and hurt in his eye. He sighed, "It must be done." He shoved the tube into him before turning back to Mariku. He saw that he was hurt too, but he saw love in there as well. He took the other tube and shoved it into the stab wound.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

Reaper watched with a stone face as the life, blood, and color was drained from his former lovers. He sighed aggravatingly, he hate this job now. He walked back over to the others and kept his head down as both Marik's and Mariku's bodies were tossed into the pit.

"Four down, four to go. Angel get to it!" Ebru said, snapping her fingers. Angle nodded and flew into the cage. Akefia glared and rushed at him, fist held high to get in a punch, but Angel was faster. He dodged and punched and kicked him, knocking Akefia into the bars of the cage.

Akefia groaned as he tried to get back up, but Angle rushed towards him and kicked him in the face.

"Stop this shit Ryou! You're not like this!" Bakura yelled and rushed over to him.

Angle groaned as he took hold of him. He tore Bakura's hands away from him and held him with both arms behind his back. "How many times do we have to tell you idiots?! We are not the men you fell in love with…not anymore at least." Angles said, whispering the last part.

He flew up with Bakura in his arms and dropped him into table with circles forming a target. He pulled out his bow and shot several arrows into Bakura's arms and legs, effectively pinning him to the table.

Bakura struggled against the arrows, screaming in pain as he realized that they were embedded deep into his arms and the table. "There is no use in fighting. I'm a skilled shot." Angel said and jumped on top.

Bakura gave a weak chuckle, "You learned from the best. Me and Akefia taught you well. He's actually using our new arrows Akefia!"

Atem helped Akefta sit up, "Really? The ones with the spikes on the shaft? How are they?" he asked, like it was nothing.

"Painful and effective!"

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

"I've been using them for a while, very effective in pinning my prey down…just like you guys wanted." Angel said. "I'll show you one more act of kindness, is there any last things you want to say?"

Bakura nodded and sighed before he said, giving his Ryou one last look of love that he only showed to him and Akefia, "I still love you Ryou. Killer or not, you and Akefia mean the world to me. I'm glad I had two wonderful lovers and a chance for happiness. Thank you Ryou. I love you Akefia!"

"I love you too Bakura! Same for you, our sweet bunny." Akefia said, a few tears actually fell from harden eyes.

Angel looked away, he was touched. He didn't think they would still love him once they found out, especially with them about to be killed by him. He bent down and as he ripped open Bakura's shirt, he gave one last kiss and whispered, "I love you too and I'm so sorry about this."

"It's okay bunny." Bakura whispered back, quickly kissing Angel's cheek before he got up. Angel pulled out another arrow with a deadly sharp point and spikes on the sides and cocked his bow. He target his former lover's heart and fired the bow.

"Goodbye Ryou." Bakura whispered before yelling as the arrow pieced his heart. Angel took hold of it and twisted it, the side spikes causing more damage as they were designed to, before pulling it out and taking one of the tubes. He looked to Bakura's nearly closed eyes, he hated himself now and this stupid job. It was no fair that his lovers had to suffer this.

"Goodbye…Kura." Angel whispered as a single tear fell and he shoved the tip in and watched as the color drain from his lover. Akefia looked away, not wanting to see his lovers like this anymore.

When the color was gone along with the blood, Angle pulled the tube out and flew to the cage as Bakura's body was tossed into the pit. He jumped down and walked towards Atem and Akefia. Atem tired to protect him from this, but Demon dropped down and tossed him to the side. "No Atem, this has to happen." Demon said.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

Yami tired to reach out for Atem again, but when he saw that Rainbow Dash was still there, held onto his injured arm as he watched Angel fly out of the other cage with Akefia.

Angel did the same with Akefia; droping him onto the same target table and firing several arrows into Akefia's arms and legs. "Anything else to say Akefia?" he asked before ripping the shirt that was in his way.

Akefia hummed loudly, "I don't think so. You know how I still feel for you and Bakura. I'll make sure he stays out of trouble when we get to heaven. We'll even say hi to your mom and sister. I love you Ry-Ry."

With that said, Angel really hated himself now and this stupid job. He gave one last kiss and whispered his apology and his love. Akefta gently smiled and said, "Go ahead and fire when ready Bunny."

Angel sighed, he got back up and cocked his bow with a arrow. He fired the same arrow he used on Bakura, aiming straight for his heart. Akefia tried his best to cover up the yell that wanted to come out, but unfortunately Angel started to twist the arrow and the yell came out as he pulled the arrow out, bits of his heart were still attached along with Bakura's. He took the tube and shoved it into the wound and watched with sad eyes as the blood drained. Once the deed was done, he flew back to the others while Akefia's body was tossed into the pit with his lover and friends, tears silently falling as he tried not to cry. He felt so alone now that both Akefia and Bakura were gone.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

Demon sighed, he was next. "Now it's time for the final two. Don't disappoint me Demon." Rainbow Dash said before flying up and stood in front of Sapphire and Ebru, not noticing the dark look on either girls face.

Demon looked to Atem, "I think you should go first Atem. Say your goodbyes to Yami, you might never see him again."

Atem growled, but looked to Yami who was holding his other arm out to him. Atem reached out and held onto Yami's hand. "I love you Yami. You and Yugi mean the world to me."

Yami nodded as tears fell. Atem wished he could wiped them away, even Demon wished he could wipe them away, but he needed to do his job. It was what he was trained to do. "I love you too Atem. Maybe we'll be together in the afterlife as well." Yami said.

Demon growled and dragged Atem away and over to a table. He strapped the boy down as Atem struggled, getting frustrated with it. He pulled out one of his many daggers and stabbed Atem in the side. Atem yelled in pain and let Demon finished strapping him down.

"Atem please don't hate me." Demon whispered. "I have to do this. You have no idea what the Princess would do if we don't. We're scared and we can't do anything about it. I'm sorry Kkwy."

Atem glared at him, "Why should I? You're going to kill me and Yami," he whispered heatedly.

Demon looked away, he should have know Atem would hate him. "I don't want to do this, none of us want to, but we have to. It was what we trained to do…I still love you even if you hate me."

He turned back to Atem and the glare was gone. Atem saw the pain that was eating at him, at the Yugi he fell madly in love with. He sighed and whispered back, "I don't…I couldn't hate you Yugi. I will always love you. Goodbye Ahku."

"Goodbye Kkwy." Demon said and got up onto the table and ripped off Atem's shirt. He laid his hand on top of Atem's chest where his heart would be. Atem gave him one last gorgeous smile as Demon leaned down and kissed him one last time. Demon pulled out his biggest dagger and held it over Atem's heart. "I'm sorry," he said and plunged the dagger into the hard chest.

Atem cried out loud as the dagger's jagged edges cut threw and caused him so much pain. Demon pulled it out, his eyes following a tail of blood flow out of the wound. He turned to the side and took the tube when it dropped down beside him and pushed it into Atem's wound. As it sucked the blood out, Yugi let his hands slowly roam over Atem's abs, shoulders, arms, and finally his hands. Atem used his last bit of strength and held his Ahku's hands as best as he could. "Ah…ku…" was Atem's last word as the last breath came out and he breathed no more.

Yami yelled Atem's name from his cage as the body was tossed into the pit. Demon flew over to him. Yami looked up to him, "Why? WHY! We love you!" he yelled. Demon jump down and crouched in front of him.

Demon laid his hand on Yami's cheek and made him look at him. It broke Demon's/Yugi's heart to see the broken look on Yami's face. "I'm sorry Yami. I really, really don't want to kill you, but I have to…I was fucking trained to do this shit! I don't want to do it, but I have to…I have nothing left once you're gone. I'm sorry!" he yelled and flung himself into Yami's arms and openly cried. Yami was shocked, but hugged back when he felt his Little One was back.

"Oh Aibou."

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

"DEMON!" The two looked up to see an angry Rainbow Dash glaring down at them. "Don't fucking hug him! KILL HIM!"

"NO! I won't do it! I can't, not him! Please Rainbow Dash!" Yugi begged, he couldn't bring himself to kill his last love.

"I don't CARE! Kill him now or be forced to watch!" Rainbow Dash yelled as Sapphire and Ebru flew into the cage with arms crossed over there chest. Yami and Yugi held onto each other tightly, Yami looked at both girls before he sighed and took Yugi's dagger and placed it in his Little One's hand.

Yugi looked at him questionably. "Do it Little One…kill me." Yami said, making Demon gasp.

"But-!" Yami shook his head and moved the dagger over his heart. "I don't want you to suffer. I'll be watching you. I love you Yugi, always and forever." He pulled Yugi into one last kisses, filling with all his passion and love for the boy into this kiss.

When they parted, Demon plunged the dagger into Yami's heart as hot tears fell from broken amethyst eyes. "Goodbye… Mou Hitori No Boku." Yugi whispered.

"Good…bye…Yugi…" Yami said as his breathing got shallow. Demon got up and picked Yami up and flew him to the table he put Atem on and strapped him down. He took the tube and plunged it into the wound after taking the dagger out. He held onto Yami's hand as the blood was drained out, trying to keep himself from pulling out the tube out and saving his lover.

As the last drops left, Yami turned his head and whispered, "We still love you all." His eyes closed as death took him and to the afterlife with his lover and friends.

"_In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through. In the Rainbow Factory, where your fears and horrors come true. In the Rainbow Factory, where not a single soul gets through._"

Demon took a deep breath as he tried to keep the tears away. He flew back to the others, not one of them tried to comfort the little one. They were still in their own world; sad, lost, and alone.

Rainbow Dash smirked at the broken look on their faces. "I proud of you all…well except for Demon. Showing weakness like that could get you sent through the machine as well. You don't want that do you?" she asked.

Yugi took a step back, shaking his head, fear engulfed his whole being. "I thought so, but you still need to be punished. Sapphire and Ebru, go and take him to the room for punishment. I'll be waiting. Hunter, Reaper, and Angel, you three are dismissed." Rainbow Dash said and walked to the room. Yugi looked to the two girls as the came over and picked him up and carried him away to the room.

The three watched as their friend was taken away, they gulped as the door slammed close behind them. They looked to each other, but there was nothing they could do to help Yugi. They left the killing floor of the Factory, going to the wash room to wash off the blood and put their regular clothes back on before leaving the factory and headed back to their home on the ground, not one saying anything.

Malik crashed on the leather couch while Joey took the recliner and Ryou took the other sofa. "It's not going to be the same without them." Ryou said, looking at the photo of him, Akefia, and Bakura.

"I'm going to miss the fights me and Seto would have and Seth breaking them up." Joey said. He got up from his seat and went over to Ryou who finally let more of the pain out and cried his heart out.

"At least your men still loved you. Mariku and Marik will never forgive me for what I've done to them." Malik said and buried his head into the couch pillow and he finally let his tears out.

After a while of silence and crying, the door slammed open and the guys turned to see Ebru and Sapphire carrying Yugi in. The boy was bloody, bruised, and unconscious. Ryou got up from the sofa and the two girls laid him down. No one dare talk, only the sounds of Yugi's soft breathing could be heard in the silence.

Sapphire was the first to break it. "We managed to get you boys some time off, not a lot though."

"So get over your men's death and report back to work a week from today." Ebru said, the boys nodded and watched as the two left. Ryou went to check on Yugi and found that most of the wounds were taken care off and some were already healing.

"He's going to be okay, right?" Joey asked, worried.

Ryou nodded, "Yeah, he will be."

"We can count on Sapphire and Ebru, they know how to fix a wound up nicely." Malik said, he got up, went to the other couch, and gently rubbed Yugi's cheek.

"Yami…Atem…co-come back…" Yugi said in his sleep. The others looked at each other, feeling worse for Yugi since he actually tried to save one of his lover and got punished for it. They all sighed and Joey picked Yugi up and took him to his room. They all went to their rooms and spent the alone time crying their broken hearts out.

* * *

The bodies of eight males laid in a empty room. From the factory, they traveled down a dark pit and landed here, dropped to make sure they were really dead and couldn't leave. They were all good and dead, Riga mortise had long since passed for all of them…except one.

Yami was barely breathing, he was slowly dieing. Obviously the machine didn't take all of his blood and he was surprised he lasted this long. He could barley move, everything hurt and was either broken from the fall or from the torture he, his lover, and their friends have suffered from. He tried to move his head, but his neck screamed in painful protest. He still did and turned to look at Atem's cold dead face.

"Oh Atem…I'll be with you soon…right?" he asked the corpse. "I don't really want to die, but what choice do I have now? I can't get up, I won't be able to survive here in my current state. Death is the only way."

"Is it?"

Yami gasped and tired to look, but couldn't do anything as he neck refused to listen to him anymore.

A hooded figure walked over to him, sat down and placed his head carefully in it's lap. "Who are you? You're not…Ebru, are you?" he asked, his sight was slowly failing him so he only saw the outline of the person.

"Fear not, I am a friend. I want to stop and destroy the Rainbow Factory and get it back to the way it was before, using light and water," the figure said, obviously it was female from the sound of the voice.

Yami gave a weak huff, which turned into painful cough. "You…have better luck...stopping a stamped...then what you…are thinking."

"Yes, but I know the ins and outs of this place thanks to a certain friend of mine. Do you really want to die?" she asked.

Yami tired to shake his head, but couldn't and said, "No, I don't. I want help my lover. I want to save him from this god awful place. He's one of the Rainbow Squad members. He didn't want to kill me or our other lover Atem, but he had no choice. It's the same with the others in here….Their lovers work for the factory as well and were forced to kill them as well. Please, save my lover and his friends."

"You really love him don't you?" the women asked.

"Yes, I do and so does Atem. We would do anything to protect and save our little one, our Yugi. But we can't this time. Atem is dead, and I'm heading that way too…If you really are going to stop the factory, please…please save Yugi, Joey, Malik, and Ryou. Please?" he said, looking up with pleating eyes.

The figure smiled, such love shouldn't die. She pulled off her hood, letting her sparkling blue hair down and said, "Don't worry, they will be saved…but not by me, by you."

Yami gasped, "P-P-Prin-." the women silenced him.

"Shush, none know that I'm doing this. I must stop my sister's evil ways before they darken Equestria. Will you help me out?"

"How? I can't move and I can tell death is almost here. There is no way I can survive any longer." Yami said defeated.

The women softly rubbed his cheeks and said, "You are right, but with my alicorn magic, I can revive you, your lover, and your friends. So will you help? Will you help stop the Rainbow Factory? Will you help save your lover?"

Yami used his last bit of strength to look at Atem once again and said without a shadow of doubt, "Yes, I will help. I will help you my princess and save my lover."

The woman smiled and focused all her magic on the eight men and transported them all away. In the dark shadows two women stepped out. "I can't believe you didn't tell me about this sooner. I was about to go psycho and kill everyone!" Sapphire said.

Ebru smirked as she leaned against the wall. "I just need to make sure PL had everything she need. Once she gets them better and in proper fighting condition, we'll be ready."

"Ready for what?" Sapphire asked.

Ebru looked to the opened ceiling and said, "For the destruction of the Rainbow Factory and more."

* * *

Sapphire: After months of trying to work on this, I am done!

Ebru: Took you long enough.

Sapphire: I have too many stories.

Ashley: That's an understatement. Oh, and thanks for killing us off!

Sapphire: It wasn't my fault you got snoopy!

Crystal: So the next chapter after this will be with the song 'Awoken'?

Sapphire: Or just filler. When the factory falls that's when that song comes into play. I'm not sure yet.

Ashley: And this is completely separate from the other Yugioh pony stories right?

Sapphire: Right, the only thing that's the same is how the humans are pony thing I established in 'Lullaby for a Prince.' If you want more Yugioh/MLP go read that and Lunar Eclipse.

Crystal: Thank you for reading and please review! Bye!


End file.
